(NYSE: NWS) announced today that it and its principal U.S. holding
company, News America Holdings Incorporated, have filed with the
Securities and Exchange Commission a registration statement to raise
approximately U.S. $300 million (approximately U.S. $619 million
principal at maturity) of Zero Coupon Exchangeable Subordinated Notes of
News America Holdings due 2002. The notes will be guaranteed on a
subordinated basis by News Corporation.

The purpose of the offering is to continue News Corporation's previously stated strategy to reduce indebtedness and to provide funds for general corporate purposes.
Application has been made to list the notes on the New York Stock Exchange.
The notes will be exchangeable at the option of the holder at any time for ordinary shares or American Depositary Shares (each representing two ordinary shares) of News Corporation. Notes which are exchanged will not be adjusted for accrued original issue discount.
In March 1977, note holders may require the company to purchase their notes and the company, at its option, may elect to pay holders in cash, ADSs or in any combination thereof.
The notes are not redeemable by the company prior to March 1995. Thereafter, the notes are redeemable for cash at any time, at the option of the company, in whole or in part, at redemption prices equal to the issue price plus accrued original issue discount to the date of redemption.
The offering will be underwritten by J.P. Morgan Securities Inc. and Donaldson, Lufkin & Jenrette Securities Corporation.
-0- 3/5/92
/CONTACT: Peter Rosenthal or Martha Cid of Howard J. Rubenstein Associates, Inc., 212-489-6900/
(NWS) CO: News Corporation Limited ST: New York IN: PUB SU: OFR

KD-KW -- NY071 -- 5586 03/05/92 15:54 EST

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